As you start to take your shirt off, you look over to Rarity. She's already delicately taken off and folded her dress, individual pieces piling on-top of it, the waves protruding outwards and hanging down. She set them on a chair arm then turned to you, showing the small amount of clothing she still had on.

There was a dark red bra that was attached both across her shoulders and her sides, a doubly securely held bra, for reasons unknown to you. Below was a matching set of thin panties. By thin, it means see-through thin panties, so you get a pretty large bulge in the clothing that you still have on pretty quickly.

You help yourself to removing the rest of your clothing, as pain started to come from your growth. Rarity chuckled as she saw you rushing. "Now I've thought up an idea, darling. It's a bit risky for me, but I assure you that it will be one of the best things for you."

You raise a skeptical eyebrow to her. "I can use my magic to, well, basically scan your mind for what would, er... Get you the most excited." You could see her shaking, slightly afraid of what you may have locked away in that brain of yours. Still, the proposal of the idea was enough to get you more than happy.

She's trusting you completely, offering her own possible discomfort for your personal gain. You smile and wrap your arms around her. "Hopefully what I have in mind won't be too much for you.. because it means that you'll have to put all your trust in me."

She gets slightly more nervous, but then takes a deep breath, stripping herself entirely. "Ready?" She asks as she moves her horn closer to your head.

"Always." You say as her horn touches your forehead. You close your eyes, but you still see the glow of her horn, working on getting to what you're visualizing. A moment passes after the light fades, then you open your eyes. The sight before you was so real it seemed as if you were dreaming.

Rarity lay bent over on the edge of the bed, legs being forced to stay apart by an iron grasp connecting her knees. Her arms were tied, crossed behind her back as she lays on her chest. A tight ring was wrapped around her horn, preventing her from using her magic.

"O-oh goodness." You heard her speak nervously, attempting to move. She looks back at you, and you can tell from the look in her eyes that she's a little scared. She might be scared, but you're the one that's turned on beyond belief. However, the fact that she seems unsure and scared gets you worried.

"Y-you don't have to do this, Rarity, I-"

"No, no, you just.. enjoy yourself with this treat for my.. royal.. lover." She started to drone off at the last bit of her sentence, and you could tell she was still shocked. Happy, but shocked. If she gave the hundred-percent okay, that was encouragement enough for you for now.

So, you crawl to her side on the bed and lay down with her. You wrap a wing and your right arm across her back, below where her arms are tied, as you get face-to-face with Rarity. "Wh-what are you-" You interrupt her with the feeling of your lips touching hers.

You slide ever closer as you push your tongue inside of her mouth, meeting her own. For a few moments, your tongues clash against each-other as she pushes back against you. When you feel her apply the force, you back away completely, leaving her hanging, wondering what you're trying to do.

"I plan on having a bit of fun with this." You say simply with a smile as you sit back up, going to Rarity's treasure booty, left in the open for an adventurer like you. At least, you were an adventurer before you settled down and became a Canterlot Guard.

You grab one of her lower cheeks with your hands, squishing it and feeling it's texture, it's round softness. Then, you hear something you don't expect. A squeak and a moan from in-front of you, a small distance away.. and you put two and two together.

You're making Rarity feel good, just by.. doing such a seemingly dirty, kinky act. Then, you quickly decide that you want to hear much more of her, as fast as you can move. Not wasting any time, you move two of your fingers down to each side of Rarity's lady part.

You push down slightly, avoiding touching her directly and just focusing on the outer, more fleshy areas. You can hear her rushed, compressed moans, and it just encourages you further. You add another finger into the mix, and as you rub your outer fingers around her slit, you barely, gently caress the middle.

"P-please~!" You barely hear Rarity speak as you're focused on the delicacy of your movements.

"Please? Please what? Am I doing something wrong?" You ask quickly, afraid you may have made a mistake.

"I know I'm n-not in much of a p-position to say this, but.. please, push harder, faster! I-I'm so cl-close!" She manages to squeak out the last few words before taking several quick, deep breaths. It brings you such joy that the love of your life is now nearly begging you to bring her pleasure torture to an end.

Unfortunately for her, you were planning on being much more of a royal pain. "How close are you?" You ask with a devious grin.

"Wh-what kind of question is -- aah! -- is that?" You feel her lower body spasm as you touch her thighs. She's extremely sensitive, so she must be on the verge of orgasm for her to act this desperate. After a moment of thought, not moving, you move in and give her lower lips a quick, wide lick.

She tensed, expecting more, but you pulled away and started walking towards the other side of the bed, where her head lay. You stand in-front of her, with the position she's in, her head is just above your waist level. "Oh, come on, really, darling?"

You just kneel down and smile innocently. "What?"

"You know wha-" You block her words with your lips, and by leaning in closer, you can rub your hands across her body. In no time at all, your rubs and smacks have her moaning and squirming. You break the kiss, stand up and grab her shoulders. "P-please, yes!"

You take those words with pride, happy that you were able to turn Rarity to a state of nearly begging. You align your cock to her mouth, and she adjusts her head to pick it up and help it slide in. While this was amazing, it wasn't quite enough for you. Much to Rarity's dissatisfaction, you remove yourself.

She doesn't question your motives anymore, just lustfully waiting for her fate. You turn her on her back, her head simply falling backwards as she expects you to move towards her mouth again. Instead, you lay beside her, opposite from how she is, then you pull her over-top of you.

She gasps cutely from the movement, but doesn't object when she sees the motive behind it. She's always enjoyed this position. You feel her lips delicately travel the length of your member before enveloping the tip, sliding down with quick grace that only she could pull off.

You return the favor by resting your tongue flat against her small entryway. You feel her muscles ripple and contract, reacting to the stimulation. She tries her hardest to double her efforts, firing quick, cute moans and gasps as the moment intensifies.

Feeling Rarity slow down and push her tongue against your member harder, you feel her orgasm starting, so you back of just before her peak, stopping all movement, telling Rarity to do the same. She gives a troubled, irritated look, but complies all the same.

You push her off of you, disappointing her greatly, so in seeing the disappointment, you return to your focus on her lower lips, kissing them as if you were kissing her. You continue until you hear her moans get louder, more intense, her body starting to clench.

You stop immediately and back away, leaving a sexually frustrated Rarity helpless on the bed. Before she can protest, you climb over-top of her, her nipples slightly touching yours as you undo the restriction on her horn. "If you want anything, even your own release tonight, you do exactly as I say, okay?"

Slightly nervous, she nods anyway. The horn glows from pent-up energy for a moment. "Go ahead and release yourself for now." She happily complies, teleporting her way out of it. You lay back on the bed and let Rarity work her, well, magic-less magic with her hands.

"If you want your release, make me orgasm. If you want me inside you, where only royalty can go... Make me release, but not a drop of me can get inside your mouth. If you swallow as much as a drop of me, our little session will have to wait until tomorrow night. Understood?" You slightly gulp, but hold as much back as you can, not wanting to show your nervousness at your request.

Needless to say, she was shocked by the bluntness of your request, and the actions that followed if she were to swallow. As a lady, she'd sworn to doing the ladylike thing of, no matter what, swallowing any and all of her man's semen. When forced to do otherwise, she locked up.

You could see her debating with herself seriously as she tried to reason with herself and your proposition. "I... Alright." Not wasting a second after saying that, she started a basic hand-job, wanting nothing but to have you release to get her humiliation over with.

With the precision and quick movements of her hands, it didn't take long at all for you to reach your peak. You push Rarity down, hands on her shoulders, causing you to interrupt her movements before you release. You don't like the feeling, but at the same time, you know that it'll be worth it.

Before she has time to really form words, you move your hands to her lower lips again, and they were soaked with her arousal. "O-oh why..." You adjust yourself above her, wings on each side of her, holding yourself still.

You get both of your hands wet from her lady juices, spreading the liquid to the inside curves of her breasts, and she knows what you're trying to do. "You aren't d-decisive with this, a-are you?"

You adjust yourself and place your knees on each side of her chest, and you use her lubrication to press her boobs against your shaft. Quick movements, the softness of her breasts and every noise she made was pushing you to your climax. "Close your mouth, r-remember?"

She quickly shuts her mouth and eyes as she prepares for your release. With the final thrusts of your hips and the bounce of her breasts, you explode onto her face and neck. Back to your senses, you look down to the girl you just made a naughty deal with.

"Here, come here..." You talk slowly and quietly as you raise her up. "I'm sorry for that. You can pick it all up with your magic and swallow it, or, do whatever with it. That was uncalled for, and.. I'm sorry." She uses her magic to envelop her face, match all the natural curves and push outwards, removing all the liquid on it.

She set it aside in the small trashcan in the corner of the room, beside where your clothes were. "No. I will stay true. Now, I've covered my end of the bargain, time for you to do the same." You can't complain about her request, since you're the one that lead to this.

Of course, not like you were about to complain in the slightest. "Alright, but if that's going to happen, if you're going to lose your.. whatever you'd call it-"

"Ladies' Wall."

"...Really? Okay, I won't question it." You know that if you argue with her about anything, you'd lose instantly. "If you're going to lose your vaginal virginity, I want you to be the one to do it. Once you're comfortable, we can move on to whatever. Sound good?"

"What, you aren't going to just get me tied down again and rut me like a savage? I'm impressed.. and honored. Now, darling, if you wouldn't mind.. please, lay down and.. enjoy yourself." She finished in a lustful tone. "Hurry along now, since you've denied me for so long, I'm burning up and it's near painful."

You quickly comply and spread your wings to lay down on the middle of the bed. The tip of your wings hang off the side of the bed, so your wingspan is as wide as her bed. That's good to know. You're soon distracted by Rarity, climbing over-top of you this time.

"Let's play your little game this time." She looks you in the eyes and smiles as deviously as she could. "Forgive me my abruptness with this, but..." She turns around and nearly sits on your face, burying her nether-lips in your mouth. "The tables will turn. Make me cum, and I'll let you the privilege of being in.. there."

As she speaks, you're both already on the works. She's trying to revive your manhood as you lick and surge your tongue inside and out. She flexes, twitches, moans and presses down on you harder, bringing herself closer with every movement. Soon enough, your tongue goes inside of her once more, and she screams.

Warm liquid sprays inside your mouth and all over your face as she releases her pent-up orgasm. There was a calm after that, as she simply laid down atop you, her waist at your chest. Your erection was fully expressing itself in-front of Rarity's face as she opened her eyes.

"Can't rest yet.. I suppose." She uttered as she got up and adjusted herself. Your eyes closed as she examined your face, and what she had done to it. You lay there as you feel the mattress shift, and you feel her knees on your sides. You open your eyes when you feel the tip of you brush something soft and wet.

Rarity is aligning your shaft to meet with her nether-lips' entrance. You stay silent as she lets the tip slide inside of her. You gasp at the tight warmth of her contracting inner walls. She slowly slides herself down, penetrating herself further every second.

You're still nervous about this, and you feel that she is too, as her teeth grind and her eyes are tensed shut as she continues to slowly progress herself downwards. She stops to catch her breath as she tries to feel just how much of you she's gotten.

Only just over an inch of you had slid into her tight depths. "Wh-what? I could swear it feels like so much more!" She exclaimed in shock as she feels your length all over with her hands. You want to offer help, but at the same time, you told her that it was her actions that would lead to her loss.

"Okay..." She speaks in a adrenaline soaked, shaky voice. She lifts her self off of you nearly entirely. "I'm going to try to just.. take it all in.. in one big rush. Okay?" It almost sounded like she was assuring herself of what she was going to do, given her tone, but you sit back and tense for it.

It pokes into her opening, and she takes several deep breaths. "G-k-AAH!" She screams as she forces over half your length in, then by the vice-like grip on your length, she's forced to stop as she falls onto your chest.

"Y-you alright?" You ask as you put your hands on her shoulders, feeling the sweat beading down and the heat of her body. You wonder how she hasn't burnt up yet. She's breathing deeply and sharply, and you feel several lines of liquid traveling down the remainder of you and onto your thighs.

"I.. oh my goodness that was such a rush."

"How's it feel?"

"It feels.. strange.. but good. I've.. I've never had anything in there, and now... Oh, I'm glad you got into me like this finally." She utters out with a shaky voice.

"Is it worth the wait?" She simply nods on your chest before rising back up.

"There's still more to go..." She starts to lift herself up to relax herself. "However now that I've done that, darling..." She steps to the side of the bed. "Get up and let me work my magic." You sit up and stare at her for a moment before you speak up.

"You sure about that? You only just now.. well..."

"Only just now got you inside me where I've been waiting for, for several years?"

You give up and hop from the bed, folding in your wings as you move. You embrace her as she steps closer to you. "You don't have to do this if you don't want to. It's great that you're wanting to let me have my perfect fun with this, but I'm worried what that would do to you."

She sighs as she relaxes into your embrace. "Don't you worry any, darling. I trust you a lot more lately than I ever have."

"Just because I became a Royal Guard doesn't mean I'm automatically better than I was earlier."

"Well.. true, but you're Royalty. You know how much that means, now stop being complicated." She finished with a giggle. "Let me get this over with, please. It's highly embarrassing, but I feel that it will be equally worth it. For the both of us." She added as she moved her horn to your forehead.

You hold her back with your hands on her shoulders. "It feels wrongly dirty to have you do this. Please, just.. lay down for now and we'll.. do it normally for your first time."

"Oh, n-no, I couldn't possibly-"

"Then I'll order you to lay down and relax." You push her further away as you speak, pushing her to the bed.

"Alright, fine. Just.. do be careful, darling?"

"I'll be as delicate as possible until you say otherwise." You say as you watch her lay in the middle of the bed, only for a moment before you climb over-top of her, gazing into her eyes.

She uses her magic to grab hold of your shaft and line it up with her vaginal entrance. "Don't keep a lady waiting."

"Trust me, I know." You speak with a smile before pushing yourself inside of her, feeling her body embrace the new invasion. She lets out squeaks and moans as you push yourself deeper, steadily keeping the pressure, steadily pushing non-stop inside of her.

She groans and tenses her legs against your waist, the fluids leaking from her making it easier and easier to push forwards, and soon enough, you're half-way in. You decide to not stop, instead going slightly faster, worming your way as deep inside of her as you can go.

When you reach your hilt, Rarity lets out a breath, followed by quicker, shorter gasps and pants. You decide not to say anything, and instead just start moving yourself out from her, as she starts to relax. Once you get half-way out, you get a crazy idea.

You slam the rest of your length back into her in less than a second, causing her to yelp and moan in ecstasy. "Wh-White, that was- was exhilarating."

"I got a lot more where that came from if you want it." You smile down at her, and she just nods.

So, you begin a rhythm of thrusts into her, feeling her warm, wet walls constrict around your member, pushing in and out, slowly going faster each time. Soon enough, she has her arms and legs wrapped around you, gasping, panting and moaning in pleasure.

Her grip around your chest tightens again as she pulls you closer, her breathing intensifying again, her vaginal walls tensing and pulsing around you in quick successions. She lets out a scream of your name as she orgasms for the second time, thrusting her head backwards, arcing her chest towards yours.

You push yourself as far in as you can go and stay there for a moment, letting her ride her orgasm for the best of it. Shortly after she begins to calm down and rest again, you start your quick rhythm of thrusting inside of her, surprising her. "S-still not- d-done?"

You don't feel the need to answer her as your thrusts become more frantic, your member throbbing in pleasure. In the last moments, you pick her up so she's on-top of you. "In or out- your ch-choice. Quick."

Upon hearing those words, she starts lifting herself up and down, impaling herself repeatedly on you, bringing yourself to your orgasm. You shout her name as you thrust yourself upwards and put your hands on her hips, letting you go as deep inside her as possible while you release.

She falls down onto your chest and breathes heavily. "Th-that was amazing, White."

"I'll agree, Rarity." You set yourself up, removing the exhausted woman from your waist, grab the covers and lay down next to her, letting her cuddle herself against you.

"Thanks for this, White. I love you."

"Love you too, Rarity. So, uh.. how should we let your friends know?"

"Oh-" Rarity giggles. "I've already got that planned out."

"Well, let's hope it works out." You say, closing your eyes and drifting to sleep faster than you thought possible.

Author's Note

Yes! Long awaited chapter, I'm sure.
The next evening shouldn't take quite AS long as this one.

I tried writing this a few times.
For some reason, I just wasn't feeling horny enough to write this part. :/
*my friend loved that excuse*

I apologize for the extreme delay on this chapter.
I do hope it's enjoyable.
I kinda rushed on it from time to time, but I try to make sure it looks fine in the end.

Also, if you want, I can make a follow-up chapter of this same scene with Rarity's POV.